General Terms

General terms for consumers

General terms for business to business customers

Terms of Sale and delivery B2C

1.     Applicability

These Terms and Conditions of Sale and Delivery apply to every offer and agreement between Revised HQ B.V. (hereinafter: Revised) and a consumer.

In the case of sales in person, these terms and conditions are handed over to the consumer. In the case of distance sales (‘internet’ or ‘remote sales’), the applicability is evidenced by the consumer marking the designated spot to indicate that he has taken note of these conditions or has been able to take note of them electronically.

Where applicable, product descriptions shall also apply to each product.

2.     Offer / Agreement

Every offer has a validity of 14 days.

Any agreement for the delivery of goods is subject to sufficient stock levels. If the stock is not sufficient to execute the agreement, Revised will provide an intended delivery date as soon as possible.

3. Right of withdrawal (only for distance selling).

For goods purchased over the internet, the consumer has a right of withdrawal of 14 days after receipt of the goods. The right of withdrawal does NOT apply to goods adapted or manufactured according to the customer’s wishes, such as (but not limited to) made-to-measure goods, the choice of upholstery or marble tops, and others.

Review purchased.

The consumer will treat the goods received and the packaging with care. He will only look at the good or use it to determine the nature, characteristics and proper functioning of a goods. In other words: the consumer will judge the goods as he would in a shop. The consumer is liable for any reduction in the value of the goods resulting from a way of handling that goes beyond the above.

Cancelation and return.

The consumer may, after assessing the goods, cancel the contract by invoking his right of withdrawal; in that case he must notify Revised as soon as possible by e-mail and return the goods within 14 days after the notification made. The consumer returns goods well packaged and as much as possible in the original packaging. Returned goods may not have any traces of use or be damaged.

Sending back goods implies cancelation of the agreement made; the cancelation has effect on the day that the goods have been received back by Revised in good condition.

The right of withdrawal takes effect on the day after the consumer or a third party designated by the consumer has received the goods.

The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lie with the consumer.

Confirmation and refund.

Upon receipt of the withdrawal, the consumer shall receive a confirmation thereof by email.

If returned goods have been received by Revised in good condition, the purchase price including return-delivery costs will be transferred to the consumer’s bank account within 8 days. Costs of return shipment will be for the account of the consumer.

 

4.     Price

Price quotations to consumers are inclusive of VAT, unless explicitly stated otherwise.

During the period of validity of an offer made, the stated price remains unchanged, subject to changes in VAT or other levies imposed by a government.

If the delivery of goods lasts longer than 3 months after the date of the agreement, Revised has the right to adjust the price to increases imposed by suppliers of Revised; in that case the consumer has the right to cancel the agreement without any costs.

5. Compliance with the agreement / Guarantee

Revised guarantees that the goods comply with the specifications stated in the agreement and/or the product description, with reasonable requirements of soundness and usability, as well as with requirements set by the government with regard to the goods delivered. If a supplier of Revised offers an extra guarantee, the consumer can appeal to this.

The above does not affect any rights arising from legislation or government regulations in force in the Netherlands.

6. Delivery and execution

Unless otherwise agreed:

a.     goods purchased ‘in person’ in the shop will not be delivered.

b.     if delivery has been agreed, the goods will be delivered to the address given by the consumer.

c.     the standard costs of delivery within the Netherlands are at the expense of Revised. Delivery abroad is possible at additional costs.

d.     the costs of delivery do NOT include assembling or hanging or otherwise installing goods.

e.     the risk of damage or loss of goods to be delivered remains with Revised until the moment of delivery to the consumer or to a representative appointed by the consumer.

f.      immediately upon receipt of the goods, the consumer shall check that they are in good condition. If not, the consumer informs Revised immediately by e-mail.

g.     goods that are in stock will be shipped by Revised within 3 working days after purchase. For goods that are not in stock, the intended delivery time will be stated. In all cases the delivery will take place as soon as possible.

h.     in the event of a delay in delivery, the consumer will be informed as soon as possible. In case of a delay of more than 30 days of goods that are in stock, the consumer has the right to cancel the agreement.

i.      in the case of goods that are adjusted in accordance with the client’s wishes, the right to cancel the agreement applies in the case of a delay in delivery of 3 months or longer after the intended delivery date. In the event of cancellation as referred to above, any payments already made by the consumer will be refunded to the consumer’s bank account within 8 days.

j.      White glove service:

If the consumer wishes the purchased goods to be assembled or hung or otherwise installed, this can be done by a third party to be engaged by Revised. This ‘white glove service’ is subject to additional costs.

7. Returns.

Without prejudice to the provisions of article 3, if the consumer is of the opinion that the goods do not meet the description or quality, he shall report this as soon as possible by e-mail.

The consumer shall not return a good until after prior consultation with Revised. Goods that have been returned without prior consultation can be refused by Revised.

8. Payment and deposit.

8.1 Unless explicitly agreed otherwise, the following applies:

a.     Goods ordered on internet and to be delivered immediately or within a few days are subject to the condition that upon placing the order, the consumer immediately pays the purchase price to Revised.

b.     For goods that are made or adapted to the wishes of the consumer and for which a delivery time has been agreed, 50% of the value of the goods must be paid in advance by the consumer. The remainder must be paid upon delivery.

8.2 If the consumer:

a.     does not wish to take delivery of the goods; and/or

b.     does not fulfil his payment obligation and Revised takes back the goods to be delivered,

the consumer is in default for that reason.

In that case Revised will inform the consumer in writing of the default and grant him a period of 14 days to still fulfil all his obligations.

If this period also passes, the consumer will owe the statutory interest on the amount due, as well as the extrajudicial collection costs incurred by Revised, with a minimum of € 40 and a maximum of 10% calculated over the outstanding amount.

In the situations referred to under a and b above, the goods shall be stored at the consumer’s expense. Redelivery of the goods is at the expense of the consumer. These costs must also be paid before the (re)delivery.

9. Disputes.

The parties will make every effort to settle disputes concerning the content and execution of the agreement amicably. If this does not succeed, the parties may decide in good consultation to submit the dispute to (a) a specialised arbitration board, or (b) the competent court.

10. Applicable law.

Without prejudice to mandatory provisions, all offers and agreements are subject to Dutch law and the judge in the district where the consumer lived in the Netherlands at the time of purchase is competent to hear disputes. If the consumer lives outside the Netherlands, the judge in the district where Revised is actually located, is authorized to handle disputes and settle them.

Revised HQ B.V.,

Ginnekenweg 84

4818JH Breda

Email: info@revised.com

Breda / Netherlands, 01.01.2021

Revised HQ B.V. terms of Sale and Delivery for B2B-transactions

1.     Applicability

The present ‘Terms of Sale and Delivery’ apply to and form an integral part of all quotations, offers, confirmations and sale agreements concluded between Purchaser and Revised unless Revised expressly agreed in writing otherwise. The application of any terms and conditions used by purchaser is expressly excluded.

‘Revised’ means: Revised HQ B.V. a limited liability company under Dutch law established in Breda / Netherlands.

‘Purchaser’ means: a private person or a legal entity acting as an intermediary, such as a reseller, wholesaler, architect or other, between the final user and Revised.

2.     Quotations / Agreement

Unless otherwise stated, any offer or quotation by Revised is free of any engagement / is subject to contract.

An agreement shall take effect when an order by purchaser has been confirmed in writing by Revised, or when Revised started carrying out the order without a written confirmation.

Orders for on-stock Revised-products may be cancelled or changed up to three working days after order date.

Orders for bespoke goods such as upholstery, choice of marble etc, cannot be cancelled or changed.

If the price, discounts or delivery-dates are based on an apparent error, Revised may correct or cancel the order.

An agreement is at all times subject to credit approval by Revised. However, Revised may at any time require security for compliance with purchaser’s financial obligations.

3.     Price and payment

Prices are in EURO. Quotations are exclusive of VAT and other government duties, as well as any costs incurred such as administrative, transport and COD charges. These taxes and costs will increase the price to be paid by purchaser.

If an additional discount is agreed for the purchase of a certain quantity, Revised is not obliged to apply the additional discount if fewer or different goods than those agreed are ordered.

Unless otherwise agreed in writing all orders are accepted on the basis of pre-payment.

Payment: invoices must have been paid on Revised’s bank account not later than 14 (fourteen) calendar days upon invoice date but never later than delivery date. No discount is allowed for early payments.

Default by purchaser

If the invoiced amount is not paid within the payment term, then the purchaser is in default without any notice being required. In addition to any other rights and remedies Revised may charge the legal interest as applied in the Netherlands with a minimum of 1% (one percent) per calendar month and to the extent permitted by applicable law, from the due date until payment in full.

In case of debt collection all collection costs are payable by the purchaser equal to 10% of the principal owed with a fixed minimum of EUR 250.

In case of debt collection through court proceedings, any legal costs, including legal advice and representation in and out of court, as well as all execution costs, shall become due and paid by the purchaser.

Purchaser shall not be entitled to withhold the purchase price -partly or wholly- as a security for an alleged claim related to any delivery.

In the event of default by purchaser in the payment of amounts or charges due, Revised has the right to postpone any further deliveries without being liable for any losses by purchaser. Such right shall be in addition to, and not in lieu of, other rights and remedies available under the agreement or the applicable laws.

4.     Delivery / Transport Damage

Revised shall always use reasonable efforts to deliver the goods within the delivery term. However, unless expressly agreed otherwise in writing, delivery dates communicated or acknowledged by Revised are approximate dates. Revised shall not be liable or be in breach of its obligations, when delivery is made sooner or later than the communicated date. If the communicated delivery date is exceeded, the purchaser is still obliged to accept delivery of the goods unless purchaser has put Revised in default, allowing Revised a reasonable term to execute the agreement and such term has also expired.

Revised may postpone any delivery in the case of production problems affecting the quantity or the quality of the goods. If such postponement lasts longer than 120 calendar days, purchaser may cancel its order. Revised is not liable for any losses such as lost profits and others.

Deliveries ‘Ex-works’ have the meaning: delivery from Revised’s warehouse in the Netherlands.

Carriage paid and extra transportation charges:

If prices are quoted and agreed on the condition “carriage paid” extra transportation costs shall nevertheless become due and be charged by Revised for orders under a minimum order amount.

When purchaser fails to take delivery of the goods or fails to provide the information or instructions to enable delivery it is fully liable to Revised for all damages and losses suffered by Revised, such as (but not limited to) freight, extra storage and handling, insurance. With respect to (re)delivery of such goods, Revised may demand prior payment of all aforementioned costs.

Revised is entitled to partial delivery of the ordered goods.

Upon delivery, the purchaser shall check the condition of the packaging and, if this has any defects, purchaser shall in the presence of the carrier, open the packaging to check the goods for damage.

If the goods are damaged the purchaser shall refuse delivery of the goods and have the carrier take these back. It shall notify Revised immediately by e-mail and transmit all relevant information and pictures of packaging and/or goods.

5.  Changes to specifications, complaints and returns

Goods may be subject to minor changes in shape or colour depending on the material the goods are made of or design of the goods.

Please note that depending on the materials used for its manufacture and the conditions of use Revised-goods may change during use such as lacquered goods and colours of fabrics.

Notify Revised.

Any complaint regarding the goods delivered must be submitted in writing within five working days following the delivery day or after the day that a non-visible defect could have been ascertained. Revised is not obliged to deal with complaints that have been received beyond this term.

Any complaint filed by purchaser must be specified as detailed as possible with pictures annexed to the e-mail.

Justified complaints.

Revised has the choice: (i) to replace the defect or missing goods, or (ii) to credit purchaser the purchase price.

Defect goods may ONLY be returned to Revised after Revised has given its prior written approval. If goods to be returned and have not been received by Revised within 15 (fifteen) working days, then the purchaser is must keep the goods and withdraw its complaint.

6.     Suspension and termination

Revised is entitled to suspend in whole or in part performance of its obligations or to dissolve the agreement if the purchaser has failed to comply on time, in full or in   part with its obligations under previous purchase agreements; and/or if Revised has good grounds to fear that the purchaser will not (be able to) comply with its payment obligations; and/or the purchaser was requested to provide adequate security but has failed to do so.

If due to delay on the part of the purchaser Revised cannot be expected to comply with the agreement upon the terms originally agreed then Revised is entitled to cancel the agreement with immediate effect.  Purchaser shall be liable towards Revised for any and all costs or damages, or loss in profits suffered by Revised.

Revised is also entitled to terminate the agreement if circumstances arise whose nature and extent imply that Revised cannot be expected according to the principles of reasonableness and fairness to perform the original agreement.

7.  Warranty

Revised warrants that under normal use-conditions and in accordance with the user– or installation instructions and taking into account the product specifications the goods shall at the time of the delivery to purchaser and for a period of 24 months from the date of delivery, be free from defects in material or workmanship and shall conform to the specifications as communicated by Revised.

Revised shall not have any obligations if the alleged defect or non-conformity is found to have occurred as a result of environmental circumstances, misuse, use other than normal use in respect to the specific good, neglect, impro-per installation, accident, storage, repair, alteration, or modification without the prior written consent of Revised.

The above sections as well as in Article 8, the foregoing states the entire liability of Revised in connection with defective or non-conforming goods and such to the extent permitted by applicable laws.

8. Limitation of liability

(i)    Revised shall not be liable for any lost profits or savings, loss of reputation or goodwill, indirect or incidental or consequential damages arising out or in connection with the sale of the goods by Revised or the use of these goods whether or not any claim is based on tort, warranty, contract or any legal possibility, even in the circumstance that beforehand Revised has been advised of the risks.

(ii)    Revised’s aggregate and cumulative liability shall not exceed an amount equal to 50% of the purchase price value of the order and at all times be limited to the amount covered by its insurance policy.

(iii)   in the case that a defective product has been replaced by Revised, Revised cannot be held liable for circumstantial and/or additional costs to be made at the premises of the final customer, such as (but not limited to) the (re)installation of the replaced products, change of technical installations and other.

9.     Force majeure

In the event of force majeure, all the obligations of either party are suspended until the situation of force majeure has ended. If the situation of force majeure should last longer than thirteen full weeks, then either party is entitled to terminate the agreement without any liability to compensate the other party.

‘Force majeure’ includes, in addition to the definition under Dutch law, import and export bans or controls by, or due to, any government or authority, the failure of suppliers or service providers of Revised to deliver on time or at all, suspension of work by or a high amount of sick leave amongst the employees of Revised or its suppliers.

Revised is also entitled to rely on force majeure if the situation of force majeure begins after Revised should have fulfilled its obligations.

Insofar as at the time the situation of force majeure commences Revised has partly fulfilled its obligations under the agreement or is still able to do so, then Revised is entitled to invoice for all the parts of the agreement it has complied with or will comply with. In such case the purchaser is obliged to pay the invoice as if it were a separate agreement.

10.   Retention of title

All goods delivered remain Revised’s property until the purchaser has fulfilled all its financial obligations.

Goods that are subject to retention of title may only be sold in the context of normal business practice and may not be pledged or otherwise encumbered.

If any attachment is levied by a third party upon the goods subject to retention of title, then the purchaser shall inform the party levying the attachment of the retention of title and notify Revised of this immediately.

Article 11 Intellectual property rights and copyrights

Revised retains the rights and powers it accrues on the basis of the Copyright Act and other intellectual and industrial legislation and regulations relating to all the goods it supplies, insofar as these rights do not belong to any third party.

The purchaser may not have goods supplied by Revised copied elsewhere, or manufacture imitations thereof that differ in only minor details from the goods supplied, or become directly or indirectly involved in this.

12. Substitution

If any provisions in these general terms and conditions are void or revoked by court, the remaining provisions remain in force. Revised and purchaser shall negotiate substitute provisions that are in line with the original provisions in terms of purpose and scope.

Article 13 Applicable law / disputes

In case of disputes parties shall at all times try to solve these in an amicable way, before addressing any court.

 The laws of the Netherlands are applicable.

The court with exclusive jurisdiction is the one that covers the area where Revised B.V. has its registered office.

 However, and without prejudice to the afore mentioned rule, Revised may at its discretion also bring legal actions against purchaser at the principal place of business of purchaser.

The terms of the United Nations Convention on Contracts for the International Sale of Goods do not apply.

Article 14 Translation, versions

In case a interpretation problem arises, the Dutch text of these conditions prevails.

 Article 15 Miscellaneous

The version that is binding is the latest version at the time the agreement is entered into.

The international Rules for the interpretation of Trade Terms used in trade contracts as revised in 2000 by the International Chamber of Commerce (Incoterms 2000) or their latest version, shall apply hereto unless the terms and provisions used expressly provide the contrary.

Breda. Version dated 01/2021

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